WAIVER AND CONSENT AGREEMENTConsent Agreement • August 23rd, 2006 • Velocity Express Corp • Air courier services
Waiver for Issuance of Additional Series Q Preferred. Reference is made to the Purchase Agreement dated July 3, 2006 (the “Purchase Agreement”), relating to the sale of 12% Senior Secured Notes due 2010/Warrants to Purchase Common Stock of Velocity Express Corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 23rd, 2006 • Velocity Express Corp • Air courier services • New York
merger under the CD&L Merger Agreement (as defined below) (the “Voting Agreement”) and (c) the execution and delivery of the Agreement and Plan of Merger by and among the Company, CD&L Acquisition Corp. and CD&L, Inc. (the “CD&L Merger Agreement” and, together with the CD&L Purchase Agreements and the Voting Agreement, the “CD&L Agreements”), (iii) the Company’s execution and delivery of Registration Rights Agreement in the form attached hereto as Exhibit B with respect to the Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants and (iv) filing of the Certificate of Designations for the Shares. The Company has heretofore made available to each Purchaser a copy of the Indenture with respect to the issuance of the Notes, the form of Warrant and the CD&L Agreements. Purchaser is aware that the Indenture relating to the Notes contains restrictions on the Company’s ability to pay dividends and other restricted payments.
